United States securities and exchange commission logo
August 5, 2022
Ahmed Fattouh
Chairman and Chief Executive Officer
InterPrivate II Acquisition Corp.
1350 Avenue of the Americas, 2nd Floor
New York, New York 10019
Re: InterPrivate II
Acquisition Corp.
Registration
Statement on Form S-4
Filed July 8, 2022
File No. 333-266054
Dear Mr. Fattouh:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed July 8, 2022
Questions and Answers About the Special Meeting of InterPrivate II
Stockholders and the
Related Proposals, page 9
1. We note your disclosure
throughout the proxy statement/prospectus that the business
combination
contemplates a PIPE financing. Please add a new question and answer to
discuss the PIPE
financing. The discussion should address its overall size and pricing, as
well as any potential
dilutive impact it will have on public stockholders' equity stake and
voting power. Please
also address how a PIPE financing would impact the merger
consideration and
valuation of Getaround, as it appears that you have allocated to a
potential PIPE
financing 8,333,333 shares of the 80,000,000 to be issued as consideration
at closing. Please also
discuss the extent that you deem this protection structure
as atypical.
Ahmed Fattouh
InterPrivate II Acquisition Corp.
August 5, 2022
Page 2
2. We note your disclosure throughout the proxy statement/prospectus that
the parties
have designated certain sponsor warrants and certain escrow shares for
re-allocation to
incentivize public stockholders not to redeem their shares in
connection with the business
combination. Please add a new question and answer to discuss the
re-allocation terms and
include the aggregate amount that may be re-allocated to public
stockholders, as well as a
discussion of mechanics of such re-allocation and how this impacts the
contemplated
merger consideration.
Q: What will Getaround equityholders receive in the Business Combination?, page
11
3. We note your disclosure that the "aggregate transaction consideration
will be allocated
among the holders of shares of Getaround Common Stock . . . ." We also
note that,
according to exhibit 107, it appears that you contemplate issuing the
majority of the
91,212,263 shares being registered to, among other holders, "certain
non-consenting
security holders of Getaround," and that you are also proposing to
register all 45,000
earnout shares that may be issued in connection with the business
combination. Please
revise your disclosure here to clarify which shares are being offered
pursuant to this
registration statement and to whom, as opposed to any shares offered
pursuant to a private
placement exemption, and clarify any differences between what the
non-consenting
holders, the Key Getaround Stockholders and Legacy Holders are
receiving. Please make
conforming changes throughout the proxy statement/prospectus in
appropriate places. For
guidance regarding the staff's views on the registration of offers and
sales where lock-up
agreements are used, please refer to Question 239.13 of the staff's
Securities Act Sections
Compliance and Disclosure Interpretations.
Q: How much dilution may non-redeeming InterPrivate II stockholders experience
.. . . ?, page 13
4. We note your disclosure that "the residual equity value owned by non-
redeeming stockholders, taking into account the respective redemption
amounts, is
assumed to remain the deemed value of $10.00 per share." Please revise
to take into
account the impact of the money in the trust account based on
redemptions and the post-
transaction equity value of the combined company. Your disclosure should
show the
impact of certain equity issuances on the per share value of the shares,
including the
exercises of public and private warrants, the issuance of the earnout
shares and the
issuance of shares under the new incentive plan and employee stock
purchase plan under
eachLastNameAhmed
FirstName redemption scenario.
Fattouh
Comapany
5. NameInterPrivate
Please revise your tableIItoAcquisition Corp.
also account for the Working Capital Loans
and Sponsor
AugustConvertible
5, 2022 Page Promissory
2 Note as additional dilution sources.
FirstName LastName
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany
August NameInterPrivate II Acquisition Corp.
5, 2022
August
Page 3 5, 2022 Page 3
FirstName LastName
Q: Will InterPrivate II obtain new financing in connection with the Business
Combination?, page
17
6. Please highlight the conversion price of the Convertible Notes and the
Getaround 2022
Bridge Notes and discuss the differences between such conversion
prices and the price
that Interprivate II public stockholders paid for their units at the
closing of the IPO.
Risk Factors
Risks Related to Getaround s Business and Industry
"We have a limited operating history . . . ", page 55
7. Please tell us why you consider your company to "have a limited
operating history" in
light of your inception in 2011. Alternatively, please revise your
risk factor heading to
reflect that that you have been established since 2011.
"The manufacture, installation and operation of the Getaround Connect IoT
devices is highly
dependent upon third party suppliers . . . ", page 60
8. Please tell us whether any of your supplier, technology and service
provider, strategic
partner (e.g., Uber), government, real estate, manufacturer or other
partner (e.g., OEMs
such as Toyota) relationships are material to your business and, to
the extent such
relationships are material, please file any associated agreements as
an exhibit to the
registration statement, and include a discussion of the material terms
of the agreements in
the prospectus. In this regard, we also note your disclosure in your
investor presentation
that you signed pilot agreements with a large EU OEM and with Toyota
in 2020 and 2021,
respectively. Please see Item 601(b)(10)(ii)(B) of Regulation S-K.
Risks Related to InterPrivate II and the Business Combination
"InterPrivate II stockholders will have a reduced ownership and voting interest
.. . . ", page 97
9. Here and elsewhere, as applicable, please disclose the sponsor and its
affiliates' total
potential ownership interest in the combined company, assuming
exercise and conversion
of all convertible securities, including the warrants that will be
convertible into common
stock. Please also address whether the public stockholders will be
further diluted if the
parties obtain PIPE financing.
"New Getaround may redeem your unexpired InterPrivate II Warrants prior to
their exercise at a
time that is disadvantageous to you . . . ", page 110
10. Please highlight the material differences between the public warrants
and the private
warrants, particularly by disclosing that New Getaround cannot redeem
the private
warrants held by the sponsor or its permitted transferees subject to
certain exceptions, as
you discuss on page 344. Please also briefly describe the exceptions
pursuant to which
the registrant may redeem such private warrants. Last, clarify whether
recent common
stock trading prices exceed the threshold that would allow the company
to redeem public
Ahmed Fattouh
InterPrivate II Acquisition Corp.
August 5, 2022
Page 4
warrants, and clearly explain the steps, if any, the company will take
to notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption.
Risks Related to Ownership of New Getaround Common Stock Following the Business
Combination, page 113
11. Please include a risk factor discussing the risks associated with the
exclusive forum
provision in the warrant agreement, including increased costs to bring
a claim and the
potential that the provision will discourage claims or limit
investors' ability to bring a
claim in a judicial forum that they find favorable.
Unaudited Pro Forma Condensed Combined Financial Information, page 123
12. To the extent necessary, please revise your unaudited pro forma
financial information and
relevant disclosure referring to the payment of deferred underwriting
commissions, as
applicable, in light of the forfeiture by each of Morgan Stanley,
Goldman Sachs and BofA
Securities of certain fees deferred and/or fees expected to be
incurred. In this regard, we
note your disclosure that the transaction costs here include "deferred
underwriter s fees
during InterPrivate II s IPO and deferred legal fees incurred by
Getaround, expected to be
incurred in connection with the Business Combination."
The Background of the Business Combination, page 148
13. Please elaborate on the "difference in expectations between
InterPrivate II and Company
C," and also further explain why InterPrivate II did not pursue a
transaction with
Company D due to its status as an "early stage" company as well as
"concerns regarding
the timing of any transaction." During the period from October 2021
through January
2022, please also address whether you entered into any confidentiality
agreements other
than the one with Company E and whether you submitted any letters of
intent other than
the one submitted to Getaround.
14. We note your disclosure that "InterPrivate II proposed the reduction in
the enterprise
value due to its assessment of intrinsic value of the company, which
incorporated: a
changing equity market environment, a reduction in the valuation of
comparable
companies, and feedback from prospective PIPE investors," as well as
your disclosure that
"the valuation methodology was based on Getaround s pre-money
enterprise value on a
cash-free, debt-free basis and based upon Getaround s estimated
balance sheet as of
December 31, 2021." We also note a press report indicating that the
pre-money $900
million value was based on a multiple of Getaround's 2023E revenue.
Please revise your
discussion of the valuation to clarify how the comparable public company
analysis (as
FirstName LastNameAhmed Fattouh
discussed on page 166) was utilized in your valuation methodology.
Please also tell us
Comapany NameInterPrivate
whether II Acquisition
the valuation took Corp.
into account Getaround's projections and
revise your
Augustdisclosure to the
5, 2022 Page 4 extent necessary.
FirstName LastName
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany
August NameInterPrivate II Acquisition Corp.
5, 2022
August
Page 5 5, 2022 Page 5
FirstName LastName
15. Please provide a more robust discussion of the roles that the
financial advisors (including
LionTree, Goldman Sachs and BofA Securities and its affiliates) played
in the transaction
negotiations and valuation discussions. In particular, please provide
greater detail about
the role, if any, that LionTree played in the financial due diligence
and valuation of
Getaround.
16. We note your disclosure on page 154 that "the Sponsor would reallocate
90% of its
Private Warrants if necessary to incentivize additional equity or debt
financing (including
a PIPE) or to incentivize Public Stockholders not to redeem at
closing." Your disclosure
on page 157 notes that the parties further discussed the "mechanics
and timeline of re-
allocation or forfeiture of 90% of the Sponsor s Private Warrants."
Please revise to clarify
whether the agreed-upon term involves the option of either a
re-allocation or a forfeiture,
or if it solely contemplates a re-allocation. With respect to the
allocation of the sponsor's
private warrants, please provide a more robust discussion detailing
the mechanics of how
such shares would be re-allocated and to whom (e.g., non-redeeming
public stockholders
or PIPE investors), and address how the parties will determine whether
this re-allocation
occurs and how the parties will determine the final amount of warrants
to be re-allocated.
In revising your discussion, explain the reason for such reallocation
and its significance,
as well as each party's initial position and how you determined to
restrict the re-allocation
to solely the sponsor's private warrants and not the private warrants
held by other holders
(e.g., EarlyBirdCapital).
17. Please provide a more robust discussion of the negotiation of the
escrow share terms,
including the re-allocation provision, the PIPE protection share
provision, how the parties
determined the 1,000,000 and 8,333,333 amounts, and how the parties
will determine the
amount to allocate to non-redeeming public stockholders compared to
the Getaround
stockholders, if necessary. Address whether the parties considered a
structure upon which
the parties enter into the merger agreement without allocating any
portion of the merger
consideration shares for an additional PIPE, and also address whether
the parties
considered other terms or mechanisms to preserve the ability to pursue
a PIPE or include
incentives for public stockholders to not redeem. Last, include a
discussion of the
mechanics of the re-allocation distribution as well as the reasons for
this potential re-
allocation, and address how this and the potential PIPE impacts the
value received by the
Getaround stockholders, given that it appears to permit the parties to
reduce the share
consideration received by the target.
InterPrivate II's Board of Directors' Reasons for the Approval of the Business
Combination, page
161
18. We note your disclosure that Interprivate II's board considered
Getaround's certain
unaudited prospective financial information when considering the
reasonableness of the
aggregate consideration. We also note your disclosure that "[a]t the
time the prospective
financial information was prepared, the Business Combination was
expected to have
closed in the first quarter of 2022" and that "Getaround has
determined that the
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany
August NameInterPrivate II Acquisition Corp.
5, 2022
August
Page 6 5, 2022 Page 6
FirstName LastName
assumptions on which the unaudited prospective financial information
were based are no
longer accurate." Please revise to address what consideration the
board gave to the
accuracy of the projections at the time of approving the transaction
on May 10, 2022,
given that they were prepared with an expectation of closing in the
first quarter of 2022
but the parties signed the merger agreement after the first quarter of
2022. In particular,
please discuss what consideration the board gave to obtaining updated
projections or a
lack of reliance upon the projections.
Certain Unaudited Prospective Financial Information of Getaround, page 169
19. Please disclose how and why the timeframe leading out to the 2026
forecasted financial
information was selected.
Interests of InterPrivate II's Directors and Officers in the Business
Combination, page 172
20. We note your disclosure of the aggregate market value of the sponsor's
at-risk shares and
warrants, as well as the value of the at-risk shares held by your
independent directors.
Additionally, please quantify the total aggregate dollar amount and
describe the nature of
what the sponsor and its affiliates have at risk that depends on
completion of a business
combination. In addition to the current value of securities held, the
amount should include
loans extended, fees due, and out-of-pocket expenses for which the
sponsor and its
affiliates are awaiting reimbursement. In this regard, please include
the Working Capital
Loans and the Sponsor Convertible Promissory Note in such amount.
21. Please highlight the risk that the sponsor and your directors will
benefit from the
completion of a business combination and may be incentivized to
complete an acquisition
of a less favorable target company or on terms less favorable to
shareholders rather than
liquidate.
Certain Engagements in Connection with the Business Combination and Related
Transactions,
page 174
22. We note your disclosure that "[e]ach of Goldman Sachs and BofA
Securities . . . have
disclaimed any responsibility for any portion of this proxy
statement/prospectus or the
Registration Statement of which this proxy statement/prospectus forms
a part." Please tell
us whether each of Morgan Stanley, Goldman Sachs and BofA Securities
or its
affiliates was involved in the preparation of any disclosure that is
included in the
registration statement, or material underlying disclosure in the
registration statement,
including but not limited to the disclosure regarding the projected
financial information of
Getaround. If any of the firms were involved in preparing disclosure,
please also revise
your risk factor on page 106 to describe the role in connection with
the preparation of the
registration statement and the valuation of Getaround and that they
disclaim any liability
in connection with such disclosure included in the registration
statement. If applicable,
please also disclose the rationale for continuing to rely on
information disclaimed by the
professional organization associated with or responsible for such
information.
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany
August NameInterPrivate II Acquisition Corp.
5, 2022
August
Page 7 5, 2022 Page 7
FirstName LastName
23. Please disclose whether each of Goldman Sachs and BofA Securities or
its affiliates
assisted in the preparation or review of any materials reviewed by
Interprivate II's board
of directors or management as part of their services to Getaround and
whether such firms
have withdrawn its association with those materials and notified
Interprivate II of such
disassociation. For context, include that there are similar
circumstances in which a
financial institution is named (e.g., LionTree) and continues to be
associated with the
transaction, and that Goldman Sachs and BofA Securiteis' resignation
indicates it is not
willing to have the liability associated with such work in this
transaction.
24. Please provide us with any correspondence between Getaround and each
of Goldman
Sachs BofA Securities and its affiliates relating to the resignation
of Goldman Sachs and
BofA Securities and its affiliates as financial advisors and
co-placement agents.
25. Please provide us with the financial advisor and co-placement agent
engagement letters
between Getaround and each of Goldman Sachs and BofA Securiteis and
its affiliates.
Please disclose any ongoing obligations of Getaround pursuant to the
engagement letters
that will survive the termination of the engagement, such as
indemnification provisions,
rights of first refusal, and lockups, and discuss the impacts of those
obligations on
Getaround in the registration statement.
26. Please provide us with a letter from each of Goldman Sachs and BofA
Securities and its
affiliates stating whether it agrees with the statements made in your
prospectus related to
their resignation and, if not, stating the respects in which they do
not agree. Please revise
your disclosure accordingly to reflect that you have discussed the
disclosure with such
firms and they either agree or do not agree with the conclusions and
the risks associated
with such outcome. If either of the firms do not respond, please
revise your disclosure to
indicate you have asked and not received a response and disclose the
risks to investors.
Additionally, please indicate that the firms refused to discuss the
reasons for its
resignation and forfeiture of fees, if applicable, with management.
Clarify whether each of
Goldman Sachs and BofA Securities and its affiliates performed
substantially all the work
to earn its fees. In this regard, we note your disclosure that "no
such fees or expense
reimbursements were owed as of the date of resignation," but we also
note your disclosure
that "the services to be provided by each of . . . Goldman Sachs and
BofA Securities were
complete at the time of the resignations."
27. We note your disclosure "that the services to be provided by each of
Morgan Stanley,
Goldman Sachs and BofA Securities were complete at the time of the
resignations and
with respect to Goldman Sachs and BofA acting as placement agents,
given the limited
scope of their engagement as co-placement agents in a potential PIPE
Investment that did
not move forward." If any of the firms would have played a role in the
closing, please
revise to identify the party who will be filling such firm's role.
28. Please quantify the fees owed with respect to "BofA Securities
right to reimbursement of
expenses in its capacity as financial advisor to Getaround in the
Business Combination."
We also note your disclosure that no other "fees or expense
reimbursements were owed as
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany
August NameInterPrivate II Acquisition Corp.
5, 2022
August
Page 8 5, 2022 Page 8
FirstName LastName
of the date of resignation" of each of Goldman Sachs and BofA
Securities with respect to
their roles as co-placement agents and roles as financial advisors.
Please disclose any fees
that would have been due to such firms in connection with their roles
as financial advisors
and co-placement agents.
29. Please describe what relationship existed between Morgan Stanley and
Interprivate II after
the close of the IPO, including any financial or merger-related
advisory services
conducted by Morgan Stanley. For example, clarify whether Morgan
Stanley had any role
in the identification or evaluation of business combination targets
and also clarify
Interprivate II's current relationship with Morgan Stanley. In this
regard, we note your
disclosure on pages 151 and 152 that Morgan Stanley was involved in
the discussions
with Company A and Company E.
30. Please tell us whether you are aware of any disagreements with Morgan
Stanley regarding
the disclosure in your registration statement. We also note your
disclosure that "Morgan
Stanley waived any entitlement to its portion of the deferred business
combination
marketing fee that accrued from its participation in the IPO in the
amount of $4,528,125
and reimbursement of expenses that would be paid upon the closing of
the Business
Combination." Clarify the unusual nature of such a fee waiver and
disclose whether
Morgan Stanley provided you with any reasons for the fee waiver. If
there was no
dialogue and you did not seek out the reasons why Morgan Stanley was
waiving deferred
fees, despite already completing their services, please indicate so in
your registration
statement. Further, revise the risk factor disclosure on page 106 to
explicitly clarify that
Morgan Stanley has performed all their obligations to obtain the fee
and therefore is
gratuitously waiving the right to be compensated.
31. Please revise to provide a reasonable basis for InterPrivate II's
understanding "that other
financial advisory firms, including Morgan Stanley, Goldman Sachs and
BofA Securities,
have withdrawn or are seeking to withdraw from a number of similar
pending transactions
as part of a broader market reaction to potential regulatory
uncertainty regarding special
purpose acquisition companies." Also disclose whether Morgan Stanley,
Goldman Sachs
and BofA Securities and its affiliates agree with such
characterization. Alternatively,
please remove such statement.
Potential Actions to Secure Requisite Stockholder Approvals, page 176
32. We note your disclosure that the "Sponsor and InterPrivate II s
directors, officers,
advisors or their affiliates may privately negotiate transactions to
purchase shares of
Class A Stock prior to the Closing from stockholders who would have
otherwise elected
to have their shares redeemed for cash . . . ." We also note your
disclosure on page 101
that "[t]he purpose of such purchases could be to vote such shares in
favor of the Business
Combination and thereby increase the likelihood of obtaining
stockholder approval of the
Business Combination, where it appears that such requirement would
otherwise not be
met . . . ." With respect to these transactions, please address the
following issues:
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany
August NameInterPrivate II Acquisition Corp.
5, 2022
August
Page 9 5, 2022 Page 9
FirstName LastName
Disclose that the SPAC sponsor or its affiliates will purchase
the SPAC securities at a
price no higher than the price offered through the SPAC
redemption process;
Disclose that any SPAC securities purchased by the SPAC sponsor
or its affiliates
would not be voted in favor of approving the business combination
transaction;
Disclose that the SPAC sponsor and its affiliates do not
possess any redemption
rights with respect to the SPAC securities or, if they possess
redemption rights, they
waive such rights;
Confirm that you will disclose in a Form 8-K, prior to the
security holder meeting to
approve the business combination transaction, the following: (1)
the amount of SPAC
securities purchased outside of the redemption offer by the SPAC
sponsor or its
affiliates, along with the purchase price; (2) the purpose of the
purchases by the
SPAC sponsor or its affiliates; (3) the impact, if any, of the
purchases by the SPAC
sponsor or its affiliates on the likelihood that the business
combination transaction
will be approved; (3) the identities of SPAC security holders who
sold to the SPAC
sponsor or its affiliates (if not purchased on the open market)
or the nature of SPAC
security holders (e.g., 5% security holders) who sold to the SPAC
sponsor or its
affiliates; and (4) the number of SPAC securities for which the
SPAC has received
redemption requests pursuant to its redemption offer. For
guidance, see Tender
Offers and Schedules Compliance and Disclosure Interpretations
Question 166.01,
available on our public website. Make conforming changes
throughout your filing,
including to your risk factor on page 114.
Material U.S. Federal Income Tax Considerations for Holders of Class A Stock,
page 201
33. Please summarize the material U.S. federal income tax consequences
relating to the
merger and file a related tax opinion. In this regard, we note that
your disclosure and the
anticipated tax opinion appear to only address the consequences of the
redemption, but the
agreement and plan of merger attached to the proxy
statement/prospectus as Annex A
states that "for U.S. federal income tax purposes . . . , each of the
Parties intends that the
First Merger and the Second Merger, taken together, will constitute an
integrated
transaction that qualifies as a reorganization within the
meaning of Section 368(a) of the
Code . . . , and that this Agreement be, and hereby is, adopted as a
plan of
reorganization for the purposes of Section 368 of the Code and
Treasury
Regulations Section 1.368-2(g)." Please refer to Items (3)(k) and
(4)(a)(6) of Form S-
4, Item 601(b)(8) of Regulation SK and Section III.A.2 of Staff Legal
Bulletin 19.
Information about Getaround, page 241
34. In the fourth paragraph on page 240 you disclose Trip Contribution
Margin, a non-GAAP
financial measure, without its most directly comparable GAAP financial
measure, a fully
loaded GAAP gross profit margin. Please revise to disclose the most
directly comparable
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany
August NameInterPrivate II Acquisition Corp.
5, 2022
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Page 105, 2022 Page 10
FirstName LastName
GAAP financial measure with equal or greater prominence. Refer to Item
10(e)(1)(i)(A)
of Regulation S-K.
35. Please revise your disclosure to clearly attribute each market and
industry statement to a
source. As example only, revise your reference to "a 2022 survey of
U.S. adults" to
identify the relevant source, and also attribute sources to your
statements discussing the
"average price of a new [and used] car" and the "2019 estimated cost
of operating a car."
Additionally, we note that you do not cite all the relevant sources
highlighted in the
section entitled "Market and Industry Data" on page 8 (e.g., the
sources from Mineta
Transportation Institute, the Transportation Research Record and
Transfers Magazine).
Revise to clarify the instances in which you rely on such sources in
the proxy
statement/prospectus. Last, in instances where you rely on "public
data" or "the estimated
number of licensed drivers," also revise to attribute a particular
source to such
statements.
36. Please define "unique guest," "active cars" and "connected cars," and
in particular revise
to clarify how active cars differ from connected cars. Also revise to
clarify your reference
to "legacy cars" on page 250 and disclose how such term fits into your
active and
connected car metrics. Last, to the extent that your metrics
pertaining to "repeat guest
bookings," "first-time guest conversion," "active repeat users,"
"customer lifetime," your
"existing cohorts," "returning guest repeat rates" as well as other
metrics highlighted in
your investor presentation are material to your business, please
describe how you measure
such metrics. In this regard, we note your disclosure in your investor
presentation
highlighting data metrics, including lifetime value and the GBV of
repeat guests
and certain cohorts, the conversion of new hosts to powerhosts by
cohort year, direct
marketing spend. return-on-ad-spend data and guest revenue retention
rates,
37. We also note your statement that you "believe [y]our marketplace hosts
the largest
number of cars of any carsharing marketplace." Please revise to
address whether this is
based on your number of "connected" cars and address whether you are
basing your
marketplace position on other metrics. To the extent that you are
relying on "connected"
cars, please quantify the amount of connected cars compared to active
cars to provide
shareholders with additional context for your position in the market.
Also clarify whether
cars can be "connected" but not shared on your marketplace, as we note
your disclosure on
page 59 that "[h]osts may also use our technology to replicate the
experience offered by
our marketplace on competing platforms without sharing their vehicles
with us."
38. We note your disclosure on page 60 that a "substantial portion of our
overall revenue
depends on hosts who share multiple vehicles in our marketplace, whom
we refer to as
Powerhosts." Please disclose this here, and to the extent that a
material portion of your
revenue is dependent on such Powerhosts, please include a breakdown of
such revenue to
provide shareholders with additional context regarding your revenue
model. In this
regard, we note your disclosure in your investor presentation that you
attributed 71% of
your GBV to powerhosts from 2020 to 2021.
Ahmed Fattouh
InterPrivate II Acquisition Corp.
August 5, 2022
Page 11
39. Please provide a more robust discussion of your dynamic pricing model
and how the price
"is determined based on local supply and demand dynamics and
trip-related risk profiles."
In revising your discussion, discuss your risk scoring in more detail,
as you discuss on
page 78.
Our Social and Environmental Impact, page 258
40. We note your disclosure that you "believe Getaround helps decrease car
pollution and
emissions by increasing carsharing which, in turn, causes consumers to
reduce their
vehicle miles traveled." We also note your disclosure in your investor
presentation that
100 pounds of carbon dioxide is "eliminated for 1M Getaround cars,"
and it appears that
you estimated such amount based on an "EPA estimate of average
passenger car
emissions." Please advise us what consideration you gave to providing
the same type of
climate-related disclosure here as you provided in your investor
presentation, as the
disclosure in your investor presentation appears more expansive.
Regulatory Approach
Insurance, page 259
41. We note your disclosure that "Getaround provides or facilitates the
provision of insurance
coverage for trips that meets or exceeds the legal requirements in
every jurisdiction in
which it operates." Please discuss in greater detail the regulatory
landscape for your
insurance offerings in the jurisdictions in which you operate. Include
a discussion of the
material effects that compliance with these regulations may have upon
your capital
expenditures, earnings and competitive position.
Getaround Management's Discussion and Analysis of Financial Condition and
Results of
Operation, page 274
42. Please revise to explain the difference between "longer trip bookings"
compared to
"multiple shorter Trips," as we note that you rely on this distinction
when explaining the
changes in gross booking value, number of trips, net marketplace value
and revenue
throughout this section.
43. Please tell us whether you have been impacted by recent interest rate
increases, and to the
extent applicable, identify the impact of recent interest rate increases
on your operations,
how your business has been affected and in particular the impact on your
borrowing costs,
and whether such costs have recently increased or are expected to
increase. Also address
your ability to pass along your increased costs to your customers and
whether you expect
decreases in sales and bookings volumes, given consumer's increased cost
of financing.
FirstName LastNameAhmed Fattouh
Please also address the impact on your financial condition, including
your balance
Comapany NameInterPrivate
sheet. II Acquisition
In this regard, given Corp.
rising rates, describe any resulting
impact on your long-term
Augustdebt and Page
5, 2022 expand 11 your disclosure to describe how you are funding these
additional costs.
FirstName LastName
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany
August NameInterPrivate II Acquisition Corp.
5, 2022
August
Page 125, 2022 Page 12
FirstName LastName
Key Business Metrics and Non-GAAP Financial Measures, page 277
44. We note your discussion and presentation of key business metrics and
non-GAAP
financial measures precedes your discussion and presentation of
operations on a GAAP
basis. Please tell us your consideration of Item 10(e)(1)(i)(A) of
Regulation S-K and
Question 102.10 of the Compliance and Disclosure Interpretations on
Non-GAAP
Financial Measures.
Key Business Metrics
Gross Booking Value, page 277
45. Please tell us and revise to clarify whether any pass-through fees and
taxes are included in
this key business metric.
Non-GAAP Financial Measures
Trip Contribution Profit and Trip Contribution Margin, page 280
46. You present Trip Contribution Profit and Trip Contribution Margin as
non-GAAP
financial measures and reconcile these measures to service revenue.
Please revise to
reconcile to a fully loaded GAAP gross profit or tell us why you
believe service revenue is
the most directly comparable GAAP measure. Refer to Item
10(e)(1)(i)(B) of Regulation
S-K.
Adjusted EBITDA, page 281
47. We note your disclosure in your investor presentation that your top 20
cities in aggregate
are EBITDA positive. Please tell us what consideration you gave to
presenting your
adjusted EBITDA by certain cities, as we note your disclosure here
highlights your
historical EBITDA losses but your investor presentation highlights
EBITDA as a "proven
path to profitability."
Results of Operations
Comparison of the Years Ended December 31, 2021 and 2020
Total Revenues, page 291
48. Please revise to quantify factors to which changes are attributed. For
example, we note
your disclosure that the increase in service revenue during fiscal
2021 as compared to
fiscal 2020 was primarily due to continued improvements in gross
booking value per trip
and effective dynamic pricing.
49. We note that revenue increases for the year ended December 31, 2021
and the three
months ended March 31, 2022 were primarily driven by product
improvements to capture
longer trip bookings. Please explain what "capture longer trip
bookings" means and how
it resulted in increased revenue.
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany
August NameInterPrivate II Acquisition Corp.
5, 2022
August
Page 135, 2022 Page 13
FirstName LastName
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 299
50. Please note that your analysis of operating cash flows should focus on
factors that directly
affect cash, and not merely refer to results of operations prepared on
an accrual basis,
noncash items that do not affect cash, and items reported in the
statement of cash flows or
changes in line items presented in your balance sheet without
discussing how such items
directly affect cash. Refer to Section IV.B.1 of SEC Release No.
33-8350 for guidance.
Please revise your disclosure accordingly.
Quantitative and Qualitative Disclosures About Market Risk, page 303
51. We note your disclosure that you "do not believe that inflation has
had a material effect on
our business, results of operations or financial condition." In
addition to inflationary
pressure, please update to reflect increasing gas prices and supply
chain disruptions to the
extent that they have materially impacted your operations. In this
regard, we note that you
disclose on page 241 that gas prices in 2019 were "substantially lower
than those as of
March 31, 2022," as well as your disclosure on page 57 that "increases
in the price of
gasoline or overall inflation may cause guests to decrease their
travel or choose alternative
or lower cost methods of transportation than our offering." We also
note your disclosure
on page 61 that the global semiconductor supply chain shortage and
limited inventory of
new and used vehicles has increased prices and may impact your vehicle
supply.
Security Ownership of Certain Beneficial Owners and Management of InterPrivate
II, page 364
52. Please disclose in footnote (9) the natural persons with investment
and/or voting control
over the Convertible Notes Subscriber.
InterPrivate II Acquisition Corp.
Notes to Condensed Financial Statements
Note 5. Related Party Transactions
Convertible Promissory Note - Related Party, page F-14
53. You disclose there was $197,518 outstanding under the Convertible
Promissory Note
which is reported in related party payables. In this regard, the total
related party
payable balance as of March 31, 2022 is $207,785. Please tell us
whether the difference
between these two balances is the outstanding Working Capital Loans.
If so, please revise
to clarify your disclosures on pages F-14 and F-15. In addition,
revise to disclose the
relevant terms of your Working Capital Loans and the outstanding
balances for the
periods presented on page 331.
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany
August NameInterPrivate II Acquisition Corp.
5, 2022
August
Page 145, 2022 Page 14
FirstName LastName
Getaround, Inc.
Consolidated Balance Sheets, page F-68
54. On page F-108 you disclose the convertible preferred stocks are
redeemable at the option
of the holder in certain situations. Please revise the descriptions of
the convertible
preferred stocks on the balance sheet and in the notes to include the
word "redeemable."
Make corresponding changes in the interim financial statements and the
related notes.
Notes to Consolidated Financial Statements
General, page F-74
55. Please revise to disclose the total research and development expenses
for the periods
presented. Refer to ASC 730-10-50-1.
56. We note that you install host cars with devices to connect to your
network. Please tell us
more about these devices, including whether hosts are charged a fee
for the device, what
happens if the host no longer wants to make their vehicle available on
your marketplace,
and the accounting treatment for the related costs.
Revenue Recognition
Service Revenue, page F-79
57. On page 64, you disclose that you use a combination of third-party
insurance and self-
insurance to cover various business and operations-related risks,
including coverage for
both hosts and guests. Please tell us whether you use self-insurance
to provide insurance
coverage for your hosts and guests. If so, please revise to disclose
your revenue
recognition policy for insurance coverage provided through
self-insurance. In addition,
please revise to clarify whether insurance coverage within the United
States is deemed to
be a distinct performance obligations and whether it is included in
rental fees. Finally,
please tell us your revenue recognition policy for protection plans
you provide to guests as
disclosed on page 253 and the related amount of revenue recognized for
each period.
58. We note per the risk factor on page 66 that you have an agreement with
Uber that provides
vehicles on your marketplace to their drivers. If material, and
different from the revenue
model on page 277, please disclose the related revenue recognition
policy.
59. We note that service revenue is comprised of several components,
including trip-related
fees and insurance fees. Please tell us your consideration of
providing disaggregated
service revenue pursuant to ASC 606-10-50-5, or quantifying the
related components in
your MD&A discussion on revenue results.
2. Summary of Significant Accounting Policies
Cost and Expenses, page F-80
60. We note that you expect to continue making significant investments in
your business and
host and guest community, including improvements to your connected car
technology.
Ahmed Fattouh
InterPrivate II Acquisition Corp.
August 5, 2022
Page 15
However, based on your cost of revenue policy, it appears that the
only technology or
platform costs included in cost of revenue are server hosting charges.
Please tell us
whether cost of revenue includes any additional costs to maintain or
enhance your
platform. Additionally, tell us how you differentiate the costs
included in operations and
support and technology and product development from cost of revenue.
5. Revenue, page F-90
61. Please revise to disclose the opening balances for your contract
assets and liabilities.
Refer to ASC 606-10-50-8(a).
8. Goodwill and Other Intangible Assets, Net
Goodwill, page F-92
62. On page 71 you disclose you have determined in the past that a
significant impairment
had occurred in the value of your goodwill. Please revise to disclose
any accumulated
impairment losses at the beginning and the end of the periods
presented. Refer to ASC
350-20-50-1(a) and (h).
63. We note that goodwill comprises a significant portion of total assets.
We also note that
the company expects operating losses and negative cash flows to
continue for the
foreseeable future. Please tell us how you determined that there have
been no
impairments of goodwill for the years ended December 31, 2021 and
2020.
15. Stock-Based Compensation
Stockholder Notes, page F-113
64. We note you recorded three stockholder note receivables as a component
of stockholders'
equity. Please tell us and revise to disclose, in sufficient detail,
how you determined the
stockholder note receivables were a component of equity, including
your accounting
treatment of related call options. Cite relevant accounting guidance
you utilized in your
conclusion.
16. Warrants, page F-114
65. Given its significance, please provide tabular disclosure showing the
number of
outstanding warrants and related liability balances by types of stock
and issuance events
as of the periods presented.
19. Related-Party Transactions, page F-117
FirstName LastNameAhmed Fattouh
66. Please revise to either disclose or provide a cross-reference for your
stockholder notes
Comapany
withNameInterPrivate
your founders andIIboard
Acquisition Corp.
members. In addition, revise to
disclose all relevant
Augustinformation
5, 2022 Pageregarding
15 your stockholder notes on page 304.
FirstName LastName
Ahmed Fattouh
FirstName
InterPrivateLastNameAhmed Fattouh
II Acquisition Corp.
Comapany
August NameInterPrivate II Acquisition Corp.
5, 2022
August
Page 165, 2022 Page 16
FirstName LastName
Exhibit Index, page II-2
67. Please file the Getaround 2021 Bridge Note Purchase Agreement, dated
as of May 24,
2022, as well as the form of note that you have used to issue the
Getaround 2021 Brige
Notes pursuant to such agreement.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Stephen Kim at 202-551-3291 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Brian Fetterolf at 202-551-6613 or Dietrich King at 202-551-8071 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Laurie L. Green